Sfeg-Corp. v. Blendtec, Inc.

2017 WL 395041 (2017)

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Nature of the Case

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Facts

D manufactures and sells blending machines. P designs and manufactures electrical power products. In February 2011, P agreed to begin manufacturing and supplying certain component parts for D's use in its blender motors. P was to armatures and fields. A commutator is a component of the armature, and the armature is placed inside of the field. After six rounds of testing over the course of a year and a half, D gave P approval to begin large-scale production of the part sets. D began issuing purchase orders for the part sets. In December 2012, D asked P to supply brushes for its blenders. A brush is an electrical component part that conducts current between stationary wires and moving parts. Each brush fits into brackets within a field. Each blender motor incorporates two brushes. In April 2014, d began issuing purchase orders to P for brushes. Between December 29, 2011, and March 3, 2015, D sent P approximately 32 separate Purchase Orders (POs) for component parts. D's POs included the PO number, a description of the items being ordered, the quantity being ordered, the per unit and total price, and payment terms. After receiving a PO P emailed D an Order Acknowledgement confirming the terms of the PO. P's Order Acknowledgments referenced D's PO number and included a description of the items being ordered, the quantity ordered, the per unit and total price, and payment terms. P but not always, sent an Order Acknowledgement upon receipt of a PO from D. In addition to the Order Acknowledgement, P sometimes, but not always, sent its Terms and Conditions of Sale to D in response to the POs. The Terms & Conditions included language specifying that P's acceptance of any purchase order was 'expressly subject' to D's assent to the conditions set forth in the Terms & Conditions: '1. Acceptance: The Seller's acceptance of any order is expressly subject to Buyer's assent to each and all of the terms and conditions set forth below. Any additional or different terms and conditions submitted by Buyer shall be deemed objected to by Seller and shall be of no effect nor in any circumstances binding upon Seller unless accepted by Seller in writing. If Buyer objects to any of the terms and conditions said objections must be specifically brought to the attention of Seller by Buyer by a written instrument separate from any purchase order or other printed form of Buyer. Said objections shall be deemed proposals for different terms and conditions and may be accepted only by a writing executed by an authorized representative of Seller at its offices in Fairview, TN, U.S.A.' The Terms & Conditions also provided for payment of a late fee for any payments not made within 30 days of the invoice date; an express warranty that the equipment manufactured by P would be free from defects in material, workmanship, and title as of the date of shipment; a disclaimer of all other implied or statutory warranties; and a disclaimer of liability for damages. D's POs are silent on the terms found in paragraphs 1, 5, 10, 11, and 22 of P's Terms & Conditions. D possessed a document that incorporated its own terms and conditions, but D never provided P a copy of its terms and conditions. D never expressly objected or assented to P's Terms & Conditions. It accepted the shipments of products from P and continued to place orders. P filed suit against D on March 18, 2015, claiming breach of contract and conversion and seeking damages in the amounts it alleges are owed to it for motor parts and brushes already shipped, a finance charge under the Terms & Conditions, and other damages including the value of the product ordered but not shipped, lost profits on the portion of purchase orders not shipped, the cost of retooling, pre- and post-judgment interest, punitive damages, attorney fees, costs, and expenses. Before the court are each parties’ motions.